Hertz 8K Other Events | HRZ 31 Mar 06

Exhibit 4.9.14

ESCROW AGREEMENT

dated as of December 21, 2005

among

THE HERTZ CORPORATION,

HERTZ VEHICLE FINANCING LLC,

HERTZ GENERAL INTEREST LLC,

HERTZ CAR EXCHANGE INC.

and

J.P. MORGAN CHASE BANK, N.A.

TABLE OF CONTENTS

		Page

ARTICLE I

Definitions

SECTION 1.01.	Definitions	2

ARTICLE II

General Provisions

SECTION 2.01.	In General	3
SECTION 2.02.	Provisions Governing the Escrow Accounts	4

ARTICLE III

Fund Transfers

SECTION 3.01.	Transfer of Collected Funds from the Exchange Accounts	4
SECTION 3.02.	Transfer of Disbursed Funds from the Disbursement Accounts.	5
SECTION 3.03.	Shortfalls in Funding	6
SECTION 3.04.	Additional Subsidies	6
SECTION 3.05.	The Escrow Accounts	6
SECTION 3.06.	Limitation on Rights to Exchange Proceeds.	6
SECTION 3.07.	Returns	7

ARTICLE IV

Investment Of Funds

SECTION 4.01.	Investment of the Exchange Funds.	7

ARTICLE V

Distributions

SECTION 5.01.	Distribution of Escrow Funds	7

ARTICLE VI

Miscellaneous Provisions

SECTION 6.01.	Obligations of the Escrow Agent.	9
SECTION 6.02.	Conflicting Instructions; Adverse Claims	11
SECTION 6.03.	Notices	11
SECTION 6.04.	Notice of Claims Relating to the Escrow Accounts	12
SECTION 6.05.	Limitation of Liabilities; Indemnification	13
SECTION 6.06.	Entire Agreement; Successors and Assigns	14
SECTION 6.07.	Counterparts	14
SECTION 6.08.	No Third Party Beneficiaries	15
SECTION 6.09.	Authorization	15
SECTION 6.10.	Termination	15
SECTION 6.11.	No Discretion	15
SECTION 6.12.	GOVERNING LAW AND VENUE	15
SECTION 6.13.	JURY TRIAL WAIVER	15
SECTION 6.14.	Certain Bankruptcy Events	16
SECTION 6.15.	Force Majeure	16
SECTION 6.16.	Treasury Regulations Disclosure Requirements	16
SECTION 6.17.	Power of Attorney	16
SECTION 6.18.	No Petitions	17
SECTION 6.19.	Waiver of Setoff	17
SECTION 6.20.	Electronic Documentation	17
SECTION 6.21.	Servicer	17
SECTION 6.22.	Amendments	17
SECTION 6.23.	Availability of Funds for Payments	17
SECTION 6.24.	Effective Time	18

This ESCROW AGREEMENT (this “Escrow Agreement”) is entered into as of December 21, 2005, by and among, HERTZ CAR EXCHANGE INC., a Delaware corporation (the “QI”), J.P. Morgan Chase Bank, N.A., a national banking association, as the escrow agent (the “Escrow Agent”), THE HERTZ CORPORATION, a Delaware corporation (“Hertz”), HERTZ VEHICLE FINANCING LLC, a Delaware limited liability company (“HVF”) and HERTZ GENERAL INTEREST LLC, a Delaware limited liability company (“HGI”).

W I T N E S S E T H:

WHEREAS, HVF and HGI are single member limited liability companies, solely owned by Hertz, and therefore disregarded entities for purposes of the Code and the Treasury Regulations;

WHEREAS, each action taken by a Legal Entity in its individual capacity pursuant to this Agreement shall, for purposes of the Code and the Treasury Regulations, have been taken by Exchangor;

WHEREAS, Exchangor desires to exchange certain Vehicles that are held for productive use in its trade or business and that constitute Relinquished Property for other vehicles to be held for productive use in its trade or business that are like-kind to the Relinquished Property;

WHEREAS, the Relinquished Property will be sold by Exchangor to various buyers from time to time, including Manufacturers and purchasers at auctions;

WHEREAS, the Replacement Property will be purchased by Exchangor from time to time from various Manufacturers and vehicle dealers;

WHEREAS, Exchangor and the QI desire and intend that the Exchanges accomplished by Exchangor and the QI under the Master Exchange Agreement (the “LKE Program”) satisfy the requirements of a “like kind exchange program” pursuant to Section 3.02 of Revenue Procedure 2003-39;

WHEREAS, Exchangor desires to effectuate each Exchange in a manner that will qualify as a like-kind exchange within the meaning of Section 1031 of the Internal Revenue Code of 1986, as amended (the “Code”) and the treasury regulations (the “Treasury Regulations”) promulgated thereunder (and any applicable corresponding provisions of state tax legislation) pursuant to one or more of the “safe harbors” described in Section 1.1031(k)-1(g) of the Treasury Regulations, and Revenue Procedure 2003-39;

WHEREAS, subject to the terms and provisions of the Master Exchange Agreement dated as of the date hereof (the “Master Exchange Agreement”), among the QI, Hertz, HVF and HGI, each Legal Entity has engaged the QI to act as a “qualified intermediary” within the meaning of Section 1031 of the Code and Section 1.1031(k)-1(g)(4) of the Treasury Regulations (such entity, a “Qualified Intermediary”) in order to facilitate Exchanges of

Relinquished Property for Replacement Property and has directed the QI to establish, or become a joint holder of, one or more accounts to hold proceeds from the disposition of Relinquished Property and any Additional Subsidies and to disburse such proceeds and any Additional Subsidies consistent with Section 1031 of the Code;

WHEREAS, the Escrow Agent may from time to time hold and disburse, pursuant to the terms of this Escrow Agreement, certain funds belonging to Exchangor that are not derived from the disposition of Relinquished Property for purposes other than the acquisition of Replacement Property;

WHEREAS, subject to the terms and provisions of the Master Exchange Agreement, it is intended that for purposes of the Treasury Regulations, Exchangor is not determined to be in actual or constructive receipt of proceeds (including any earnings thereon) from the disposition of any Relinquished Property;

WHEREAS, notwithstanding the immediately foregoing paragraph, it is the intent of the parties that the funds held in the Escrow Accounts maintained by the Escrow Agent shall not be part of the QI’s general assets, nor subject to claims by the QI’s creditors; and

WHEREAS, each Legal Entity will continue to comply with its obligations under the Related Documents to which it is a party;

NOW, THEREFORE, for and in consideration of the premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Schedule I to the Base Indenture or in the Master Exchange Agreement. The following terms used in this Escrow Agreement shall have the following meanings, unless otherwise expressly provided herein:

“Business Day” shall mean any day except a Saturday, Sunday or legal holiday on which the offices of the Trustee, any Legal Entity, the QI or, with respect to any matter involving any Account, the Escrow Agent (or any successor thereto) is not open for business.

“Code” shall have the meaning set forth in the recitals hereto.

“Escrow Accounts” shall mean each of the Exchange Accounts and the Disbursement Accounts, each of which the QI shall maintain by itself or jointly in the course of administering its obligations under the Master Exchange Agreement and this Escrow Agreement, and each of which shall be established (if not already established) and maintained pursuant to terms of this Escrow Agreement by the Escrow Agent.

“Escrow Agent” shall mean J.P. Morgan Chase Bank, N.A., or any successor Escrow Agent appointed pursuant to this Escrow Agreement.

“Escrow Agreement” shall have the meaning set forth in the preamble hereto.

“Escrow Funds” shall mean the funds in the Escrow Accounts.

“Funds Transfer Protocol(s)” shall have the meaning set forth in Section 2.01(b) hereof.

“Hertz” shall have the meaning set forth in the preamble hereto.

“HGI” shall have the meaning set forth in the preamble hereto.

“HVF” shall have the meaning set forth in the preamble hereto.

“IRS” shall mean the Internal Revenue Service.

“LKE Program” shall have the meaning set forth in the recitals hereto.

“Master Exchange Agreement” shall have the meaning set forth in the recitals hereto.

“QI” shall have the meaning set forth in the recitals hereto.

“Qualified Intermediary” shall have the meaning set forth in the recitals hereto.

“Termination Date” shall have the meaning set forth in Section 6.10 hereof.

“Treasury Regulations” shall have the meaning set forth in the recitals hereto.

ARTICLE II

General Provisions

SECTION 2.01. In General

(a) Appointment of Escrow Agent. The Escrow Agent is hereby appointed by each of the Legal Entities and the QI, and agrees to act, as escrow holder of the Escrow Funds held in the Escrow Accounts pursuant to this Escrow Agreement in accordance with the terms hereof.

(b) Fund Transfers. Provided they are consistent with this Escrow Agreement and the limitations on each Legal Entity’s rights to receive, pledge, borrow or otherwise obtain the benefits of any Relinquished Property Proceeds, the particular mechanisms for accomplishing the movement of Escrow Funds described in this Escrow Agreement may be set forth and memorialized in one or more written “Funds Transfer Protocols” attached hereto from time to time as Exhibit A, which shall either (1) be executed by or on behalf of both a Legal Entity and the QI or (2) follow the protocol set forth in Section 3.01 or Section 3.02 hereof. A Funds

3 Transfer Protocol may also consist of a compendium of previously executed documents or charts (e.g., flow charts, corporate resolutions and signature cards) which when taken together obviate the need for a single written protocol.

(c) Escrow Accounts. The parties acknowledge and agree that the funds held in any of the Escrow Accounts, or any other account or sub-account established pursuant to the terms of this Escrow Agreement, shall only be distributed in accordance with the terms of this Escrow Agreement, as supplemented by the Master Exchange Agreement. The Escrow Agent shall have no equitable interest in any amounts deposited in any of the Escrow Accounts referred to herein.

SECTION 2.02. Provisions Governing the Escrow Accounts. (a) All Escrow Funds deposited into an Escrow Account pursuant to this Escrow Agreement shall be in U.S. dollars and shall be delivered or disbursed either by (i) federal funds wire transfer, (ii) Electronic Funds Transfer, or (iii) cashier’s check, or other check, with notification in a form consistent with, or as described in, Exhibit A hereto.

(b) The Escrow Agent shall not have any responsibility or liability for any funds delivered pursuant to this Escrow Agreement until actually received in the appropriate account, in accordance with the terms hereof.

(c) The Escrow Accounts shall be maintained (i) with a Qualified Institution or (ii) as a segregated trust account with a Qualified Trust Institution. If any Escrow Account is not maintained in accordance with the previous sentence, then the Legal Entities shall within ten (10) Business Days of obtaining knowledge of such fact, in conjunction with the QI, establish a new Escrow Account which complies with such sentence and transfer into the new Escrow Account all funds from the non-complying Escrow Account. The Escrow Accounts shall be maintained as “securities accounts” (as defined in Section 8-501 of the New York UCC) and the investments made with Escrow Funds shall be held in the Escrow Accounts.

ARTICLE III

Fund Transfers

SECTION 3.01. Transfer of Collected Funds from the Exchange Accounts. (a) On any Business Day, pursuant to standing instructions and procedures established by each Legal Entity and the QI and in accordance with the Master Exchange Agreement, each Legal Entity may initiate proposed Electronic Funds Transfers that are subject to the QI’s approval and shall notify the QI of such initiated transfers. The instructions with respect to the proposed Electronic Funds Transfers shall set forth the amounts to be withdrawn from an Exchange Account and transferred to another Exchange Account or a Disbursement Account on such day, shall be substantially in the form of Exhibit A hereto, and shall be either (1) executed by or on behalf of both the applicable Legal Entity and the QI or (2) executed by or on behalf of the applicable Legal Entity with the certification contained in Exhibit A stating that such Legal Entity has provided such instruction simultaneously to the Escrow Agent and the QI. Such instructions to the Escrow Agent shall also include instructions regarding adjustments (e.g., calculation errors, overpayments, etc.), if any, to amounts previously funded from such

4 Exchange Account. If the QI does not approve any of the proposed Electronic Funds Transfer transactions, the QI shall immediately notify the applicable Legal Entity and the Escrow Agent, and in the case of a transfer of funds from an HVF Exchange Account, the Trustee, via telephone or fax (any such notice given by telephone to be confirmed in writing) of the disapproval and the reasons for such disapproval. If the Escrow Agent receives instructions in the form of Exhibit A (i) executed by or on behalf of both the applicable Legal Entity and the QI or (ii) executed by or on behalf of the applicable Legal Entity with the appropriate certification and the QI has not disapproved of the instructions (orally or in writing) within one hour of the Escrow Agent’s receipt of such instructions, then the Escrow Agent shall promptly execute instructions delivered to the Escrow Agent (subject to the last sentence of this Section 3.01(a)). The Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the electronic instructions received by it pursuant to this Section 3.01(a). Notwithstanding the foregoing, the Escrow Agent shall have no duty to transfer or distribute any funds from an Exchange Account unless such funds have been collected and credited to such Exchange Account.

(b) After the occurrence of a Disbursement Occurrence, each Legal Entity shall direct the Escrow Agent to wire any funds held in its Escrow Account that are no longer Relinquished Property Proceeds to, or as directed by, the applicable Legal Entity; provided that in the case of HVF, such amount shall be paid to the Collection Account.

SECTION 3.02. Transfer of Disbursed Funds from the Disbursement Accounts.

From time to time during the term of this Escrow Agreement, the Escrow Agent agrees that it shall receive, hold, invest and disburse, pursuant to the terms and conditions herein set forth, the Escrow Funds delivered into a Disbursement Account by or on behalf of HGI that are Relinquished Property Proceeds and/or Additional Subsidies, at HGI’s discretion, as may be needed to complete the purchase of any particular Replacement Property and to be delivered to a Manufacturer or dealer for the purchase of Replacement Property, or to make any Non-LKE Disbursement by or on behalf of HGI. From time to time on any Business Day, pursuant to standing instructions and procedures established by HGI and the QI in accordance with the terms of the Master Exchange Agreement, HGI may initiate proposed Electronic Funds Transfers that are subject to the QI’s approval and shall notify the QI of such initiated transfers, in order to transfer funds from a Disbursement Account to acquire Replacement Property, to pay expenses of the type described in Section 1.1031(k)-1(g)(7) of the Treasury Regulations not otherwise paid from funds deposited into the Joint Collection Account and to make Non-LKE Disbursements. The instructions with respect to such proposed Electronic Funds Transfers shall set forth the amounts to be withdrawn from the applicable Disbursement Account on such day, shall be substantially in the form of Exhibit A, and shall be either (1) executed by or on behalf of both HGI and the QI or (2) executed by or on behalf of HGI with the certification contained in Exhibit A stating that HGI has provided such instruction simultaneously to the Escrow Agent and the QI. If the QI does not approve any of the proposed Electronic Funds Transfer transactions, the QI shall immediately notify HGI and the Escrow Agent via telephone or fax (any such notice by telephone to be confirmed in writing) of the disapproval and the reasons for such disapproval. If the Escrow Agent receives instructions in the form of Exhibit A (i) executed by or on behalf of HGI and the QI or (ii) executed by or on behalf of HGI with the appropriate certification and the QI has not disapproved of the instructions (orally or in writing) within one

hour of the Escrow Agent’s receipt of such instructions, then the Escrow Agent shall promptly execute instructions delivered to the Escrow Agent (subject to the last sentence of this Section 3.02). The Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the electronic instructions received by it pursuant to this Section 3.02. Notwithstanding the foregoing, the Escrow Agent shall have no duty to transfer or distribute any funds from a Disbursement Account unless such funds have been collected and credited to such Disbursement Account.

SECTION 3.03. Shortfalls in Funding. If, for any reason, the sum of the amounts requested by an Legal Entity to be transferred from an Exchange Account to another Exchange Account or a Disbursement Account in accordance with the Master Exchange Agreement on any Business Day pursuant to Section 3.01 hereof exceeds the total amount of collected funds in such Exchange Account with respect to such Legal Entity, including any Qualified Earnings from the investment of funds with respect to such Legal Entity held in the Exchange Account pursuant to this Escrow Agreement on such day and actually credited to the Exchange Account, the Escrow Agent shall promptly notify the applicable Legal Entity of the amount of such shortfall, and the amounts to be transferred to such other Exchange Account or Disbursement Account on such day shall be reduced by the amount of such shortfall.

SECTION 3.04. Additional Subsidies. In the event that the Escrow Funds with respect to HGI are insufficient to pay the Replacement Property Acquisition Cost incurred by HGI, HGI may transfer Additional Subsidies directly to an HGI Exchange Account or a Disbursement Account in an amount sufficient for the QI to acquire the applicable Replacement Property. Any Legal Entity may transfer Additional Subsidies to one of its Exchange Accounts to fund Non-LKE Disbursements; and HGI may transfer Additional Subsidies to any Disbursement Account to fund Non-LKE Disbursements.

SECTION 3.05. The Escrow Accounts. Transfers of funds in and out of the Exchange Accounts and the Disbursement Accounts shall be governed by the terms of this Escrow Agreement, as supplemented by terms of the Master Exchange Agreement.

SECTION 3.06. Limitation on Rights to Exchange Proceeds.

(a) All Escrow Funds shall be held subject to the terms of this Escrow Agreement. In particular, all Relinquished Property Proceeds, and any Qualified Earnings thereon, shall be held subject to Sections 1.1031(k)-1(g)(4)(ii) and 1.1031(k)-l(g)(6) of the Treasury Regulations, including the restrictions on Exchangor’s right to receive, pledge, borrow or otherwise obtain the benefits of Relinquished Property Proceeds or the earnings thereon. Subject to the limitation that each Legal Entity shall have no right to receive, pledge, borrow or otherwise obtain the benefits of the Relinquished Property Proceeds or the earnings thereon held by either the QI or the Escrow Agent, Relinquished Property Proceeds may be withdrawn from an Exchange Account or Disbursement Account upon a Disbursement Occurrence with respect to the related Relinquished Property or such Relinquished Property Proceeds. This Section 3.06(a) shall apply notwithstanding any inconsistent instruction given by any Legal Entity and notwithstanding any decision by any Legal Entity not to pursue a deferred exchange or to abandon the transactions contemplated by this Escrow Agreement.

6 (b) The QI shall have only such interest in any of the Escrow Funds as is expressly provided in the Master Exchange Agreement and shall have the right to use, withdraw, transfer or otherwise act with respect to any of the Escrow Funds only as expressly provided in, and for the purposes set forth in, this Escrow Agreement or the Master Exchange Agreement.

SECTION 3.07. Returns. If at any time, for any reason, funds transferred from an Escrow Account are returned to such Escrow Account, such funds shall be transferred by the Escrow Agent upon receipt by the Escrow Agent of electronic written instructions from the applicable Legal Entity and the QI.

ARTICLE IV

Investment Of Funds

SECTION 4.01. Investment of the Exchange Funds.

(a) From time to time during the term of this Escrow Agreement, the Escrow Agent shall invest and reinvest all (or such lesser portion as may be agreed to between the parties hereto) the funds held in (i) a HVF Exchange Account in any Permitted Investments or (ii) any other Exchange Account as directed by Hertz or HGI; provided, however, that in no event shall any Legal Entity direct that any such investment, directly or indirectly, be in any security of a Legal Entity or any of its affiliates. Interest and other amounts, or any benefits earned in lieu of the payment of interest, earned on the Escrow Funds shall be treated as Escrow Funds and the parties hereto agree that absent a change in law, all information returns shall identify the applicable Legal Entity as the recipient.

(b) If any Qualified Earnings on Relinquished Property Proceeds are held in an Exchange Account, such Qualified Earnings shall not be disbursed during the Exchange Period for the related Relinquished Property. Any Qualified Earnings as to which the Exchange Period of the Relinquished Property has expired shall thereafter be deemed Additional Subsidies.

ARTICLE V

Distributions

SECTION 5.01. Distribution of Escrow Funds. The Escrow Agent shall hold the Escrow Funds in its possession until instructed hereunder to deliver the Escrow Funds or any specified portion thereof as follows:

(a) If the Escrow Agent receives a request pursuant to Section 3.01 or Section 3.02 hereof authorizing release of the Escrow Funds, or a portion thereof, the Escrow Agent shall, subject to the terms and conditions described in this Escrow Agreement, disburse the Escrow Funds, or designated portion thereof, including any interest or other amounts earned on the Escrow Funds, pursuant to the instructions set forth in such request; provided, however, that other than as set forth in Section 3.01 or Section 3.02 hereof, the Escrow Agent shall have no duty or obligation to verify or confirm any of the information contained in the request.

7 (b) If the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder as related to funds that are attributable to designated Relinquished Property and any earnings thereon for failure to identify the Replacement Property with respect to any Relinquished Property within the Identification Period with respect to such Relinquished Property, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal Entity, the Escrow Agent shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that in the case of Escrow Funds of HVF (including any funds that are attributable to Relinquished Property owned by HVF and any earnings thereon), such amount shall be paid to the Collection Account.

(c) If the Escrow Agent receives written notice substantially in the form of Exhibit A hereto authorizing termination of the escrow hereunder, as related to designated Relinquished Property Proceeds, and any Qualified Earnings thereon, for failure to acquire Replacement Property within the Exchange Period, signed jointly by or on behalf of authorized representatives of the QI and the applicable Legal Entity, such party shall, (a) if such notice is received by 11:00 a.m. (New York time) on a Business Day, on the Business Day such notice is received or (b) otherwise one Business Day after receipt of such notice, redeem or otherwise liquidate the Escrow Funds or designated portion thereof and disburse the Escrow Funds (including any interest or other amounts earned on the Escrow Funds), or designated portion thereof, to, or as directed by, the applicable Legal Entity pursuant to the instructions set forth in such notice; provided that in the case of Escrow funds of HVF, such amount shall be paid to the Collection Account.

(d) If the Escrow Agent receives a written release notice substantially in the form of Exhibit C hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement and authorizing termination of the escrow hereunder, signed jointly by or on behalf of authorized representatives of the QI and all Legal Entities and consented to by the Trustee, such party shall release the Escrow Funds (or any portion thereof), in the amounts and to the parties referenced in such notice, and any documentation related to the tax deferred exchange that it may hold.

(e) If the Legal Entities terminate this Escrow Agreement pursuant to Section 6.14 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-1 hereto stating that a new escrow holder has been appointed pursuant to a new escrow agreement following the termination of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds and disburse the Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds) to such new escrow holder, pursuant to the instructions set forth in such notice. If (i) the Legal Entities

8 terminate this Escrow Agreement pursuant to Section 6.14 hereof or (ii) the Escrow Agent terminates this Escrow Agreement pursuant to Section 6.10 hereof, and thereafter the Escrow Agent receives written notice substantially in the form of Exhibit C-2 hereto stating that a new escrow holder has not been appointed prior to the termination of this Escrow Agreement, the Escrow Agent shall, on the date set forth in such notice, which in no event shall be less than two (2) Business Days following such party’s receipt of such notice, redeem or otherwise liquidate the Escrow Funds and disburse the Escrow Funds (including any income, interest, or other amounts earned on the Escrow Funds), pursuant to the instructions set forth in such notice.

(f) The Escrow Agent will only accept instructions that have been signed by those persons authorized to do so per an authorization in the form of Exhibit B (as such exhibit may be amended and supplemented from time to time). The signatures contained in an authorization in the form of Exhibit B hereto will be considered good and valid for all purposes of this Escrow Agreement until rescinded or modified in writing via a new authorization in the form of Exhibit B delivered to the Escrow Agent.

(g) Except as otherwise provided pursuant to Section 3.01, Section 3.02 and Section 3.06(a) hereof and this Section 5.01, the Escrow Funds may not be disbursed under any conditions except those set forth above in this Section 5.01, and the parties agree that neither the QI nor any Legal Entity shall have the authority to direct (and no such direction shall be effective against) the Escrow Agent to disburse Escrow Funds. All disbursements made pursuant to this Escrow Agreement by the Escrow Agent shall be made by wire or other Electronic Funds Transfer unless such party, in its sole discretion, agrees to another method of disbursement.

ARTICLE VI

Miscellaneous Provisions

SECTION 6.01. Obligations of the Escrow Agent.

(a) The Escrow Agent shall invoice each Legal Entity quarterly for authorized fees and expenses payable by such Legal Entity. Payments of reasonable fees and expenses pursuant to an invoice shall be due thirty (30) days from the date of each Legal Entity’s receipt of such invoice plus any required supporting documentation.

(b) The Escrow Agent shall not have any obligation to, nor shall it incur any liability for failing to, advance, use or risk, in any manner or for any purpose, its own funds or otherwise incur financial liability in the performance of any of its duties or in the exercise of any of its rights or powers hereunder. The provisions of this Section 6.01(b) shall survive the termination of this Escrow Agreement.

(c) Except as expressly contemplated by this Escrow Agreement, the Escrow Agent shall not sell, transfer or otherwise dispose of in any manner all or any portion of the Escrow Funds, except pursuant to an order of a court of competent jurisdiction.

9 (d) The duties, responsibilities and obligations of the Escrow Agent under this Escrow Agreement shall be limited to those expressly set forth herein, and no duties, responsibilities or obligations shall be inferred or implied. Other than as contemplated herein, the Escrow Agent shall not be subject to, or required to comply with, any other agreement between the Legal Entities and the QI or to which a Legal Entity or the QI is a party, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from a Legal Entity or the QI or an entity or entities acting on their behalf.

(e) If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process that in any way affects the Escrow Funds, the Escrow Agent shall, in the case of Escrow Funds of HVF, promptly notify the Trustee of such occurrence, and, in any case, be authorized to comply therewith in any manner that it or legal counsel of its own choosing reasonably deems appropriate; and if the Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, it shall not be liable to any of the parties hereto or to any other person or entity even though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

(f) The Escrow Agent shall not be under any duty to give the Escrow Funds held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any Escrow Funds held hereunder except as provided for in this Escrow Agreement. Uninvested funds held hereunder shall not earn or accrue interest.

(g) At any time the Escrow Agent may request an instruction in writing from any of the Legal Entities and the QI and may, at its own option, include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder. The Escrow Agent shall not be liable for acting in accordance with such a proposal on or after the date specified therein, provided that the specified date shall be at least three (3) Business Days after the applicable Legal Entity, the Trustee and the QI receive such party’s request for instructions and its proposed course of action, and provided further that, prior to so acting, the Escrow Agent has not received the written instructions requested, including a refusal to the proposed course of action.

(h) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received hereunder by the Escrow Agent, the Escrow Agent may, in its sole discretion, only after notifying the applicable Legal Entity, the Trustee and the QI in writing, refrain from taking any action other than retaining possession of the Escrow Funds unless the Escrow Agent receives written instructions, signed by such Legal Entity and the QI, which eliminates such ambiguity or uncertainty.

(i) Each Legal Entity shall pay or reimburse the Escrow Agent upon request, for any taxes relating to the Escrow Funds with respect to such Legal Entity incurred in connection herewith and shall indemnify and hold the Escrow Agent harmless from any amounts it is obligated to pay in the way of such taxes. In addition, all interest or other income earned under this Escrow Agreement shall be allocated to Exchangor for federal income tax purposes, and

10 paid only as directed by the applicable Legal Entity and the QI pursuant to the terms and conditions of this Escrow Agreement, as supplemented by the terms of the Master Exchange Agreement, and reported by Exchangor to the IRS or any other taxing authority. Notwithstanding any written directions, the Escrow Agent shall report, and as required withhold, any taxes it determines may be required by any law or regulation in effect at the time of distribution. If any earnings remain undistributed at the end of any calendar year, the Escrow Agent shall report to the IRS or such other authority such earnings as it deems appropriate or as required by any applicable law or regulation. This Section 6.01(i) shall survive the termination of this Escrow Agreement or the resignation or removal of the Escrow Agent.

(j) The Escrow Agent shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it by a Legal Entity or otherwise hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or the service thereof. Subject to Section 5.01(f) hereto, the Escrow Agent may act in reliance upon, and shall be fully protected in relying upon, any instrument or signature reasonably believed by it to be genuine and may assume that any person purporting to give receipt or advice to make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. All written notices when received as provided pursuant to Section 6.03 hereof shall be valid and accepted whether signed in counterparts or one document.

SECTION 6.02. Conflicting Instructions; Adverse Claims. In the event of any disagreement between any Legal Entity and the QI resulting in conflicting instructions to (including the disapproval by the QI of a proposed Electronic Funds Transfer pursuant to Section 3.01 or Section 3.02 hereof), or adverse claims or demands by any Legal Entity and the QI upon, the Escrow Agent with respect to the release of the Escrow Funds or any part thereof, then the Escrow Agent shall immediately deliver a true copy thereof to the applicable Legal Entity, the QI and, in the case of a disagreement involving HVF, the Trustee, along with such party’s written notice in refusing to comply with the adverse claims or demands referred to above, or as an alternative, wait for clarification from both such Legal Entity and the QI before complying. If the Escrow Agent gives written notice to the applicable Legal Entity, the QI and, if required, the Trustee as referred to above, then the Escrow Agent shall be entitled to and be fully protected in refusing to comply with any claims or demands on it and shall continue to hold the Escrow Funds until it receives either (i) a written notice signed by both the QI and the applicable Legal Entity directing the delivery of the Escrow Funds or (ii) a final order of a court of competent jurisdiction, entered in a proceeding in which the QI and the applicable Legal Entity are named as parties, directing the delivery of the Escrow Funds in accordance with the terms of this Escrow Agreement, in either of which events the Escrow Agent shall then deliver the Escrow Funds in accordance with said direction. The Escrow Agent shall not be or become liable in any way or to any person for its refusal to comply with any such claims or demands until and unless it has received a direction of the nature described in clause (i) or (ii) above. Upon the taking by the Escrow Agent of any action in accordance with clause (i) or (ii) above the Escrow Agent shall be released of and from all liability hereunder with respect to the Escrow Funds.

SECTION 6.03. Notices. All notices, requests, demands, waivers, consents, approvals or other communications required or permitted hereunder will be in writing, will be deemed given when actually received and will be given by personal delivery, by facsimile

11 transmission with receipt acknowledged, by means of electronic mail, by same day or overnight courier services or by registered or certified mail, postage prepaid, return receipt requested, to the following addresses:

The Escrow Agent at:

Fax:

The QI at:

J.P. Morgan Property Exchange Inc.
1001 Hingham Street, Suite 300
Rockland, MA 02370
Attention: William P. Lopriore, Jr.
Fax: (781) 982-9558

Hertz, HVF or HGI, as applicable, at:

c/o The Hertz Corporation
225 Brae Boulevard
Park Ridge, NJ 07656
Attention: Treasurer
Fax: (201) 307-2746

with a copy to the Administrator at:

The Hertz Corporation
225 Brae Boulevard
Park Ridge, NJ 07656
Attention: Treasurer
Fax: (201) 307-2746

The Trustee:

BNY Midwest Trust Company
2 North LaSalle
Chicago, IL 60602
Attn: Corporate Trust Administrator-Structured Finance
Phone: (312) 827-8569
Fax: (312) 827-8562

SECTION 6.04. Notice of Claims Relating to the Escrow Accounts. If the Escrow Agent receives a written notice signed by or on behalf of either the QI or a Legal Entity

12 advising the Escrow Agent that there is a pending litigation between the QI and such Legal Entity or any other entity claiming entitlement to the Escrow Funds, (i) the Escrow Agent may, on notice to the QI, such Legal Entity, and in the case of litigation involving HVF, the Trustee, deposit the Escrow Funds with the clerk of the court in which said litigation is pending; or (ii) take such affirmative steps as it elects in order to terminate its duties as escrow holder hereunder, including, without limitation, the deposit of the Escrow Funds with a court of competent jurisdiction and, if no action to which the QI and such Legal Entity are parties is then pending with respect to the Escrow Funds, the commencement of an action for interpleader, the costs thereof to be borne jointly and severally by the QI and the applicable Legal Entity.

SECTION 6.05. Limitation of Liabilities; Indemnification. (a) The parties hereto hereby acknowledge and agree that the duties of the Escrow Agent hereunder are purely ministerial, at the request of the QI and each Legal Entity and for their convenience. The Escrow Agent shall not be or be deemed to be the agent or trustee for the QI or any Legal Entity, and neither the QI nor any Legal Entity shall be or be deemed to be the agent or trustee of the Escrow Agent. The QI and each Legal Entity agree that, notwithstanding any provision hereof to the contrary, the Escrow Agent shall not incur any liability whatsoever for any action taken, suffered or omitted or for any loss or injury resulting from its actions or the performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, and do hereby release and waive any claim they may have against the Escrow Agent, which may result from its performance of its obligations under this Escrow Agreement other than as a result of gross negligence or willful misconduct. Subject to the foregoing, the Escrow Agent shall not be responsible or liable in any manner whatsoever for (a) acting in accordance with or relying upon any instruction, notice, demand, certificate or document from any Legal Entity or the QI or any entity acting on behalf of any Legal Entity or the QI provided for herein, (b) the acts or omissions in compliance and accordance with this Escrow Agreement of its nominees, correspondents, designees, agents, subagents or subcustodians, so long as such nominees, correspondents, designees, agents, subagents or subcustodians are selected with due care, (c) the investment or reinvestment of any Escrow Funds held by it hereunder in good faith in accordance with the terms hereof, (d) the sufficiency, correctness, genuineness, validity or enforceability of any document or instrument delivered to it, (e) the form of execution of any such document or instrument, (f) the apparent identity, authority, or rights of any person executing or delivering any such document or instrument, (g) the terms and conditions of any document or instrument pursuant to which the parties may act, (h) the validity or effectiveness of any of the transactions, or the treatment for tax purposes of any of the transactions contemplated herein, (i) the sale of the Relinquished Property or the selection or terms of acquisition of any Replacement Property or other property, or the state of title, condition, quality or value of any Relinquished Property, Replacement Property or other property, (j) compliance with or monitoring the requirements of Section 1031 of the Code and/or Revenue Procedure 2003-39, or (k) the treatment for tax purposes of any Escrow Funds delivered or held hereunder or the income, interest or other amounts which may be earned or accrue relative to the Escrow Funds. Subject to Section 5.01(f), the Escrow Agent shall be entitled to rely upon the authenticity of any signature purporting to be by the QI or any Legal Entity received by it relating to this Escrow Agreement.

(b) Hertz shall, and hereby does, indemnify, protect, save, defend and hold harmless the Escrow Agent and its respective officers, directors, employees, agents and attorneys

13 from and against all claims, loss, damage and costs, including reasonable attorney’s fees, incurred in connection with the performance of the Escrow Agent’s duties hereunder, except with respect to acts involving gross negligence or willful misconduct on the part of the Escrow Agent. The provisions of this Section 6.05(b) shall survive the termination of this Escrow Agreement.

(c) The Escrow Agent shall not be required to give any bond or other security hereunder. The QI and each Legal Entity hereby acknowledge that the Escrow Agent shall not have any liability for any loss, cost or damage that the QI or any Legal Entity or any other person or entity may sustain by reason of the failure to pay, default, insolvency or bankruptcy of any entity or investment in which the Escrow Funds may have been invested or deposited which prevents or delays payment of the Escrow Funds or any interest, income or other amount earned or accrued thereon as herein provided.

SECTION 6.06. Entire Agreement; Successors and Assigns. This Escrow Agreement, the Master Exchange Agreement and the other agreements referenced herein contain the entire agreement between the parties relative to the subject matter hereof and there are no verbal or collateral understandings, agreements, representations or warranties not expressly set forth herein. Except as expressly otherwise allowed herein, no party may assign or otherwise transfer any of its rights or delegate any of its duties or obligations under this Escrow Agreement without the prior written consent of each other party, which consent shall not be unreasonably withheld; provided, however, that no assignment shall be effective without satisfaction of the Rating Agency Condition; provided further, however, that (1) each Legal Entity may pledge all of its right, title and interest in this Agreement to the extent not otherwise prohibited by the Related Documents or by Treasury Regulation Section 1.1031(k)-1(g)(6) and (2) any party hereto may assign (subject to the Rating Agency Condition) this Agreement, without such written consent, other than the written consent of HVF in the case of an assignment by the Escrow Agent, to a successor or surviving entity resulting from a merger or acquisition involving substantially all of a party’s stock or assets. To secure the payment of the Note Obligations from time to time owing by HVF under the Indenture, HVF has pledged and assigned to the Collateral Agent for the benefit of the HVF Secured Parties a security interest in all of its right, title and interest in, to and under this Escrow Agreement (but not the Escrow Accounts), and the Escrow Agent, Hertz and HGI hereby consent to such assignment. To secure HGI’s obligations under the HGI Credit Facility and all other liabilities of HGI from time to time owing by HGI to Hertz thereunder, HGI has pledged and assigned, to the Collateral Agent, for the benefit of the HGI Secured Parties, a security interest in all right, title and interest in, to and under this Escrow Agreement (but not the Escrow Accounts) and the Escrow Agent, Hertz and HVF hereby consent to such assignment.

SECTION 6.07. Counterparts. This Escrow Agreement may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered will be deemed to be an original and all of which counterparts when taken together will constitute but one and the same instrument. The execution of this Agreement by any party hereto will not become effective until counterparts hereof have been executed and delivered by each other party hereto. It will not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any other counterparts.

14 SECTION 6.08. No Third Party Beneficiaries. Nothing contained in this Escrow Agreement is intended, or will be construed, to confer upon or give to any Person, other than the parties hereto and their respective successors and permitted assigns, any rights or remedies under or by reason of this Escrow Agreement.

SECTION 6.09. Authorization. Each Person signing this Escrow Agreement and any accompanying exhibits each represent and warrant that such Person has all necessary power and authority to execute and deliver this Escrow Agreement and any accompanying exhibits on behalf of the party for whom they are so executing and delivering the same.

SECTION 6.10. Termination. (a) Upon delivery of all of the Escrow Funds and all interest earned thereon as required or permitted hereunder and following written notice to each of the Escrow Agent and the Trustee of termination of this Escrow Agreement, the Escrow Agent shall be relieved and discharged from all obligations and liabilities hereunder with respect thereto and this Escrow Agreement shall thereupon be deemed terminated.

Notwithstanding any provision herein to the contrary, the Escrow Agent shall have the right to terminate this Escrow Agreement, as it relates to such party, at any time (the “Termination Date”) prior to complete disbursement of all of the Escrow Funds upon not less than ninety (90) Business Days’ notice to the QI, each Legal Entity and the Trustee, provided, however, that if a notice to disburse the Escrow Funds pursuant to Section 5.01 hereof is received by the Escrow Agent and such disbursement is to occur prior to the Termination Date, then the Escrow Agent will comply with the terms of this Escrow Agreement and make such disbursement pursuant hereto. If the Escrow Agent gives notice setting a Termination Date, the Legal Entities and the QI may, at their option and provided that the Rating Agency Condition with respect to each Series of Notes Outstanding is satisfied with respect thereto, appoint one or more new escrow agents pursuant to an escrow agreement substantially in the form of this Escrow Agreement and, provided, the Escrow Agent shall receive an instruction substantially in the form of Exhibit C-1 hereto not less than two (2) Business Days prior to the Termination Date, the Escrow Agent shall deliver the Escrow Funds in accordance with such instruction.

SECTION 6.11. No Discretion. The Escrow Agent may act through agents or attorneys-in-fact, by and under a power of attorney duly executed by the Escrow Agent in carrying out any of the powers and duties pursuant to this Escrow Agreement, subject to clause (b) of Section 6.05(a) hereof. The Escrow Agent shall not be required to exercise any discretion hereunder.

SECTION 6.12. GOVERNING LAW AND VENUE. THIS ESCROW AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. VENUE SHALL BE IN ANY STATE OR FEDERAL COURT WITHIN THE STATE OF NEW YORK.

SECTION 6.13. JURY TRIAL WAIVER. EACH LEGAL ENTITY, THE QI AND THE ESCROW AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY LEGAL

15 ACTION OR PROCEEDING ARISING FROM THE SUBJECT MATTER OF THIS ESCROW AGREEMENT, INCLUDING ANY COUNTERCLAIM THERETO.

SECTION 6.14. Certain Bankruptcy Events. If the Escrow Agent:

(a) suffers the entry against it of a judgment, decree or order for relief by a court of competent jurisdiction or any regulatory agency in an involuntary proceeding commenced under any applicable insolvency, receivership or other similar law of any jurisdiction now or hereafter in effect, or has any such proceeding commenced against it which remains undismissed for a period of thirty (30) days, or

(b) commences a voluntary case under any applicable bankruptcy, insolvency, receivership or similar law now or hereafter in effect; or applies for or consents to the entry of an order for relief in an involuntary case under any such law; or makes a general assignment for the benefit of creditors; or fails generally to pay (or admits in writing its inability to pay) its debts as such debts become due; or takes corporate or other action to authorize any of the foregoing,

(c) then the Legal Entities may, immediately upon notice to the QI, the Trustee and the Escrow Agent (together with a copy of the replacement escrow agreement referred to below), and subject to satisfication of the Rating Agency Condition with respect to each Outstanding Series of Notes, terminate this Escrow Agreement, appoint, or cause the QI to appoint, a successor escrow agent and enter into a replacement escrow agreement with such successor.

SECTION 6.15. Force Majeure. No party to this Escrow Agreement is liable to any other party for losses due to, or if it is unable to perform its obligations under the terms of this Escrow Agreement if such inability to perform is caused by, circumstances reasonably beyond a party’s control, such as natural disasters, fire, floods, third party strikes, failure of public utilities or telecommunications infrastructure or any other causes reasonably beyond its control.

SECTION 6.16. Treasury Regulations Disclosure Requirements. Each Legal Entity represents that it does not intend to treat any transaction contemplated by this Escrow Agreement as a reportable transaction within the meaning of Section 1.6011-4 of the Treasury Regulations, and without limiting the foregoing, will fully comply with the filing and reporting requirements applicable to like-kind exchanges, including any requirement in applicable regulations and forms. In the event that any Legal Entity determines to take any action inconsistent with such intention, such Legal Entity will promptly notify the QI, and each Legal Entity acknowledges that in this event, any other party to this Escrow Agreement may treat the transaction as subject to Section 301.6112-1 of the Treasury Regulations, and maintain the investor list and other records required by such Treasury Regulation.

SECTION 6.17. Power of Attorney. Each of HVF and HGI shall execute on the date hereof a power of attorney substantially in the form of Exhibit D hereto, pursuant to which Hertz may exercise any of HVF’s or HGI’s rights under this Escrow Agreement, including the

16 right to execute any and all documents pertaining to the transfer or release of Escrow Funds and to terminate the Escrow Agreement.

SECTION 6.18. No Petitions. The Escrow Agent hereby covenants and agrees that, prior to the date which is one year and one day after the payment in full of all of the Notes, it will not institute against, or join any other Person in instituting against HVF or the QI, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other similar proceeding under the laws of the United States or any state of the United States. In the event that the Escrow Agent takes action in violation of this Section 6.18, each of the QI and HVF agrees, for the benefit of the HVF Secured Parties, that it shall file an answer with the bankruptcy court or otherwise properly contest the filing of such a petition by the Escrow Agent against the QI or HVF or the commencement of such action and raise the defense that the Escrow Agent has agreed in writing not to take such action and should be estopped and precluded therefrom and such other defenses, if any, as its counsel advises that it may assert.

The provisions of this Section 6.18 shall survive the termination of this Agreement.

SECTION 6.19. Waiver of Setoff. The Escrow Agent agrees that all monies, checks, instruments and other items of payment deposited into the Escrow Accounts shall not be subject to deduction, setoff, banker’s lien, or any other right in favor of any Person, except that such party may setoff (i) any checks credited to the Escrow Accounts and thereafter returned unpaid because of uncollected or insufficient funds and (ii) items, including, without limitation any Automated Clearing House transactions, which are returned for any reason or any adjustments.

SECTION 6.20. Electronic Documentation. Each of the parties hereto agrees that any instruction required to be delivered in the form of Exhibit A may be provided in an electronic form so long as the form of electronic documentation used is sufficient to constitute a legal and binding instruction.

SECTION 6.21. Servicer. The parties to this Escrow Agreement acknowledge and agree that Hertz acts as Servicer of HVF and HGI pursuant to this Escrow Agreement, and, in such capacity, as the agent of HVF and HGI, for purposes of performing certain duties of HVF and HGI under this Escrow Agreement. The parties to this Escrow Agreement acknowledge and agree that Hertz, as Servicer, may take any action to be taken by HVF or HGI under this Escrow Agreement.

SECTION 6.22. Amendments. This Escrow Agreement may be amended and supplemented only by a written instrument duly executed by all the parties hereto upon satisfaction of the Rating Agency Condition with respect to each Series of Notes Outstanding.

SECTION 6.23. Availability of Funds for Payments. Notwithstanding any provisions contained in this Escrow Agreement to the contrary, HVF shall not, and shall not be obligated to, pay any amount pursuant to this Escrow Agreement unless HVF has funds which are not required to repay any Notes Outstanding when due. Prior to the commencement of an insolvency proceeding by or against HVF, any amount which HVF does not pay pursuant to the

17 operation of the preceding sentence shall not constitute a claim (as defined in § 101 of the Bankruptcy Code) against or obligation of HVF for any such insufficiency unless and until HVF satisfies the provisions of such preceding sentence.

SECTION 6.24. Effective Time. Notwithstanding anything to the contrary in this Agreement, all the provisions of this Agreement (other than Sections 6.07, 6.09, 6.12, 6.13, 6.22 and this Section 6.24) shall not become effective until January 6, 2006. Upon such date, the provisions of this Agreement shall be in full force and effect and shall be binding upon all parties hereto.

(signature page follows)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

THE HERTZ CORPORATION,


by
	/s/ Robert H. Rillings
	Name:	Robert H. Rillings
	Title:	Treasurer


HERTZ VEHICLE FINANCING LLC,

by
	/s/ Robert H. Rillings
	Name:	Robert H. Rillings
	Title:	Vice President and Treasurer


HERTZ GENERAL INTEREST LLC,

by
	/s/ Robert H. Rillings
	Name:	Robert H. Rillings
	Title:	Vice President and Treasurer


HERTZ CAR EXCHANGE INC.,

by
	/s/ William P. Lopriore
	Name:	William P. Lopriore
	Title:	Senior Vice President


J.P. MORGAN CHASE BANK, N.A.,

by
	/s/ William P. Lopriore
	Name:	William P. Lopriore
	Title:	Vice President

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